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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 17, 2005
Eastman Kodak Company
(Exact name of registrant as specified in its charter)
New Jersey 1-87 16-0417150
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
343 State Street,
Rochester, New York 14650
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (585) 724-4000
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Securities
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 Entry into a Material Definitive Agreement
On October 17, 2005, the Executive Development and Compensation
Committee of the Board of Directors (the "Committee") of Eastman Kodak
Company (the "Company") approved a revision to the Administrative Guide
for the 2005-2006 Performance Cycle of the Leadership Stock Program
under Article 7 (Performance Awards) of the 2005 Omnibus Long-Term
Compensation Plan (the "Leadership Stock Administrative Guide")
previously approved by the Committee on February 15, 2005. The
Leadership Stock Administrative Guide sets forth the specific
performance goals and business criteria for the 2005-2006 performance
cycle of the Leadership Stock Program, established under the 2005
Omnibus Long-Term Compensation Plan. The measure previously set by the
Committee for the 2005-2006 performance cycle was earnings per share
for the two calendar years of the performance cycle. In light of the
Company's announcement on July 20, 2005 that it will no longer report
operational earnings per share and that digital earnings growth is one
of the three key metrics by which the Company is being managed, the
Committee revised the measure for this cycle to be digital earnings
from operations for the two calendar years of the performance cycle.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
EASTMAN KODAK COMPANY
By: /s/ Richard G. Brown, Jr.
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Richard G. Brown, Jr.
Controller
Date: October 21, 2005